Attached files
file | filename |
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EX-21 - Innolog Holdings Corp. | v207599_ex21.htm |
EX-5.1 - Innolog Holdings Corp. | v207599_ex5-1.htm |
EX-10.36 - Innolog Holdings Corp. | v207599_ex10-36.htm |
Registration
Statement No. 333-171478
AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 12,
2011
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
AMENDMENT
NO. 1
TO
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INNOLOG
HOLDINGS CORPORATION
(Exact
name of registrant as specified in its charter)
Nevada
|
68-048-2472
|
|
(State
or other jurisdiction of
|
(Primary
Standard Industrial
|
(IRS
Employee Identification No.)
|
incorporation
or organization)
|
Classification
Code Number)
|
4000
Legato Road, Suite 830
Fairfax, VA 22033
(703)
766-1412
(Address,
including zip code, and telephone number,
including
area code, of registrant’s principal executive offices)
Capitol
Corporate Services
202
South Minnesota St.
Carson
City, NV 89703
(800)
899-0490
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service)
COPIES
TO:
William
P. Danielczyk
Executive
Chairman
Innolog
Holdings Corporation
4000
Legato Road, Suite 830
Fairfax, VA 22033
Kevin
Friedmann, Esq.
Richardson
& Patel, LLP
750
Third Avenue, 9th
Floor
New
York, New York 10017
Phone:
(212) 561-5559
Fax:
(917) 591-6898
APPROXIMATE
DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME TO TIME AFTER THE
EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box. x
If this
form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. ¨
If this
form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. ¨
If this
form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer ¨
|
Accelerated
filer ¨
|
|
Non-accelerated
filer ¨ (Do
not check if a smaller reporting company)
|
Smaller
reporting company x
|
CALCULATION
OF REGISTRATION FEE
Amount to be
Registered
(1)
|
Proposed
Maximum
Offering
Price Per
Share
|
Proposed
Maximum
Aggregate
Offering
Price
|
Amount of
Registration
Fee
|
|||||||||||||
Title of Each
Class of Securities to be Registered
|
||||||||||||||||
Common
stock, par value $0.001 per share,
|
8,882,545 | $ | 0.035 | (2) | $ | 310,889.08 | $ | 36.09 | ||||||||
Common
stock, par value $0.001 per share, issuable upon conversion of Series A
Convertible Preferred Stock
|
37,394,758 | $ | 0.035 | (3) | $ | 1,308,816.53 | $ | 151.95 | ||||||||
Total
|
46,277,303 | $ | 1,619,705.61 | $ | 188.04 | (4) |
(1)
|
Pursuant
to Rule 416 under the Securities Act of 1933, this Registration Statement
also covers any additional securities that may be offered or issued in
connection with any stock split, stock dividend or similar
transaction.
|
(2)
|
Estimated
solely for the purpose of calculating the registration fee pursuant to
Rule 457(c) under the Securities Act of 1933, based on $0.035, the average
of the bid and ask prices of the registrant’s common stock on December 27,
2010.
|
(3)
|
Calculated
in accordance with Rule 457(g) of the Securities Act of
1933.
|
(4)
|
The
filing fee was paid on December 30,
2010.
|
The registrant hereby amends this
Registration Statement on such date or dates as may be necessary to delay
its effective date until the registrant shall file a further amendment which
specifically states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act, as amended, or
until this Registration Statement shall become effective on such date as the
Commission, acting pursuant to Section 8(a), may
determine.
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
ITEM
13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The
following table sets forth the costs and expenses payable by us in connection
with the sale of common stock being registered. All amounts are estimated,
except the registration fee:
Securities
and Exchange Commission registration fee
|
$ | 188.04 | ||
Printing
fees and expense
|
$ | 3,500.00 | ||
Legal
fees and expenses
|
$ | 35,000.00 | ||
Accounting
fees and expenses
|
$ | 8,500.00 | ||
Transfer
agent and registrar fees and expenses
|
$ | 500.00 | ||
Miscellaneous
|
$ | 500.00 | ||
Total
|
$ | 48,188.04 |
ITEM
14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Nevada
Law
Section
78.7502 of the Nevada Revised Statutes provides that the Company may indemnify
any person who was or is a party, or is threatened to be made a party, to any
action, suit or proceeding brought by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation or other entity. The expenses that are subject to this
indemnity include attorneys’ fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by the indemnified party in
connection with the action, suit or proceeding. In order for us to provide this
statutory indemnity, the indemnified party must not be liable under Nevada
Revised Statutes section 78.138 or must have acted in good faith and in a manner
he reasonably believed to be in, or not opposed to, the best interests of the
corporation. With respect to a criminal action or proceeding, the indemnified
party must have had no reasonable cause to believe his conduct was
unlawful.
Section
78.7502 also provides that the Company may indemnify any person who was or is a
party, or is threatened to be made a party, to any action or suit brought by or
on behalf of the corporation by reason of the fact that he is or was serving at
the request of the corporation as a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or other entity
against expenses actually or reasonably incurred by him in connection with the
defense or settlement of such action or suit if he is not liable under Nevada
Revised Statutes section 78.138 of if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation. We may not indemnify a person if the person is adjudged by a court
of competent jurisdiction, after exhaustion of all appeals therefrom, to be
liable to the corporation, or for amounts paid in settlement to the corporation,
unless and only to the extent that the court in which such action or suit was
brought or another court of competent jurisdiction shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity.
Section
78.7502 requires the Company to indemnify our directors or officers against
expenses, including attorneys’ fees, actually and reasonably incurred by him in
connection with his defense, if he has been successful on the merits or
otherwise in defense of any action, suit or proceeding, or in defense of any
claim, issue or matter.
Charter
Provisions and Other Arrangements
Our
predecessor has adopted the following indemnification provisions in its Articles
of Incorporation for its officers and directors:
The
Corporation shall indemnify, in the manner and to the fullest extent permitted
by the Nevada Law (but in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than permitted prior thereto), any person (or the estate of any person)
who is or was a party to, or is threatened to be made a party to, any
threatened, pending or completed action, suit or proceeding, whether or not by
or in the right of the Corporation, and whether civil, criminal, administrative,
investigative or otherwise, by reason of the fact that such person is or was a
director or officer of the Corporation, or is or was serving at the request of
the Corporation as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise. The Corporation to the fullest
extent permitted by the Nevada Law, purchase and maintain insurance on behalf of
any such person against any liability which may be asserted against such person.
The Corporation may create a trust fund, grant a security interest or use
other means (including without limitation a letter of credit) to ensure the
payment of such sums as may become necessary or desirable to effect the
indemnification as provided herein. To the fullest extent permitted by the
Nevada Law, the indemnification provided herein shall include expenses as
incurred (including attorneys’ fees), judgments, finds and amounts paid in
settlement and any such expenses shall be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the person seeking indemnification to repay such
amounts if it is ultimately determined that he or she is not entitled to be
indemnified. Notwithstanding the foregoing or any other provision of this
Article, no advance shall be made by the Corporation if a determination is
reasonably and promptly made by the Board by a majority vote of a quorum of
disinterested Directors, or (if such a quorum is not obtainable or, even if
obtainable, a quorum of disinterested Directors so directs) by independent legal
counsel to the Corporation, that, based upon the facts known to the Board or
such counsel at the time such determination is made, (a) the party seeking an
advance acted in bad faith or deliberately breached his or her duty to the
Corporation or its stockholders, and (b) as a result of such actions by the
party seeking an advance, it is more likely than not that it will ultimately be
determined that such party is not entitled to indemnification pursuant to the
provisions of this Article. The indemnification provided herein shall not
be deemed to limit the right of the Corporation to indemnify any other person
for any such expenses to the fullest extent permitted by the Nevada Law, nor
shall it be deemed exclusive of any other rights to which any person seeking
indemnification from the Corporation may be entitled under any agreement, the
Corporation’s Bylaws, vote of stockholders or disinterested directors, or
otherwise, both as to action in such person’s official capacity and as to action
in another capacity while holding such office. The Corporation may, but
only to the extent that the Board of Directors may (but shall not be obligated
to) authorize from time to time, grant rights to indemnification and to the
advancement of expenses to any employee or agent of the Corporation to the
fullest extent of the provisions of this Article as it applies to the
indemnification and advancement of expenses of directors and officers of the
Corporation.
In
addition, our bylaws provide for the indemnification of officers, directors and
third parties acting on our behalf, to the fullest extent permitted by Nevada
General Corporation Law, if our board of directors authorizes the proceeding for
which such person is seeking indemnification (other than proceedings that are
brought to enforce the indemnification provisions pursuant to the bylaws). We
maintain directors’ and officers’ liability insurance.
The
Company also has a $2,000,000 directors and officers liability insurance
policy.
ITEM
15. RECENT SALES OF UNREGISTERED SECURITIES
We have
sold or issued the following securities not registered under the Securities Act
of 1933, as amended (the “Securities Act”) by reason of the exemption afforded
under Section 4(2) of the Securities Act within the past three years.
Except as stated below, no underwriting discounts or commissions were
payable with respect to any of the following transactions.
On
November 9, 2010, we issued 30,000 shares of our Series A Convertible Preferred
Stock to Verle Hammond to extinguish a $57,332 loan made by him to the company.
It was determined that the shares had no value at the time of issue. We relied
on Section 4(2) of the Securities Act of 1933, as amended, as providing an
exemption from registering the sale of these securities because the investor was
an accredited investor and represented his intention to acquire the securities
for investment only and not with a view to distribute or sell the securities. No
general advertising or solicitation was used in selling the
securities.
On
November 1, 2010, we granted warrants for 150,000 shares of our common stock to
Mel Booth with a strike price of $.01 and an expiration date of November 1,
2015. These were issued to him as additional interest on a loan made by him to
the company that is past due. It was determined that the shares had no value at
the time of issue. We relied on Section 4(2) of the Securities Act of 1933, as
amended, as providing an exemption from registering the sale of these securities
because the investor was an accredited investor and represented his intention to
acquire the securities for investment only and not with a view to distribute or
sell the securities. No general advertising or solicitation was used in selling
the securities.
On August
23, 2010, the Board of Directors exercised the authority to increase the
available shares under the 2006 Stock Option Plan to 100% of the fully diluted
common shares outstanding. In addition, we granted stock options for 13,429,500
shares of our common stock to officers, directors, and employees of the company
with a strike price of $.50 and an expiration date of August 23, 2015. The
options vest immediately or over 3 years. It was determined that the shares had
no value at the time of issue.
On August
18, 2010, in connection with a merger described in our Current Report on Form
8-K filed with the Securities and Exchange Commission on August 16, 2010, we
issued 8,882,455 shares of our common stock and 37,364,758 shares of our
Series A Preferred Stock to the Innolog stockholders in exchange for 100% of the
capital stock of Innolog Holdings Corporation. We also issued
44,351,857 warrants to purchase common stock in exchange for 44,351,857 warrants
to purchase Innolog common stock. Reference is made to the
disclosures set forth in Items 1.01 and 2.01 of this Form 8-K, which disclosures
are incorporated herein by reference. The issuance of the common stock to the
Innolog stockholders pursuant to the Merger Agreement was exempt from
registration under the Securities Act pursuant to Section 4(2) and Regulation D
thereof. We made this determination based on the representations of the Innolog
stockholders which included, in pertinent part, that most stockholders were
"accredited investors" within the meaning of Rule 501 of Regulation D
promulgated under the Securities Act. Of the nine stockholders
indicating they were not “accredited investors”, they represented that they were
sophisticated investors or were represented by purchaser representatives that
were sophisticated investors. All persons were provided disclosure
statements in compliance with Rule 506 and Regulation D. All Innolog
stockholders represented that they were acquiring our securities for investment
purposes for their own respective accounts and not as nominees or agents and not
with a view to the resale or distribution thereof, and that each owner
understood that the securities may not be sold or otherwise disposed of without
registration under the Securities Act or an applicable exemption
therefrom.
On August
11, 2010, the Executive Committee of the Board of Directors approved the
issuance of 400,000 shares of the Company’s Series A Convertible Preferred Stock
to a lender in consideration of a loan and consulting services provided to the
Company. It was determined that the shares had no value at the time of issue. We
relied on Section 4(2) of the Securities Act of 1933, as amended, as providing
an exemption from registering the sale of these securities because the investor
was an accredited investor and represented his intention to acquire the
securities for investment only and not with a view to distribute or sell the
securities. No general advertising or solicitation was used in selling the
securities.
On
September 17, 2009, we issued 250,000 restricted shares of our common stock to
Maher Khoury in connection with a loan made by him to the Company in the amount
of $2,500. We relied on Section 4(2) of the Securities Act of 1933,
as amended, as providing an exemption from registering the sale of these shares
of common stock under the Securities Act.
On August
17, 2009, we issued 200,000 restricted shares of our common stock to Leonard
Panzer in connection with a loan made by him to the Company in the amount of
$2,000. We relied on Section 4(2) of the Securities Act of 1933, as
amended, as providing an exemption from registering the sale of these shares of
common stock under the Securities Act.
On to
June 11, 2009, we issued 714,250 shares of our common stock to Fred Tannous in
consideration for $14,285 in fees for consulting services rendered to the
Company. We relied on Section 4(2) of the Securities Act of 1933, as amended, as
providing an exemption from registering the sale of these shares of common stock
under the Act.
On to
June 11, 2009, we issued 500,000 shares of our common stock to Mark Lindon in
consideration for $10,000 in fees for legal services rendered to the Company. We
relied on Section 4(2) of the Securities Act of 1933, as amended, as providing
an exemption from registering the sale of these shares of common stock under the
Act.
On June
11, 2009, we issued 17,348,271 shares of our common stock to Bill Glaser in
consideration for $202,734.72 in debt conversion and $144,230.70 in deferred and
accrued compensation. We relied on Section 4(2) of the Securities Act of 1933,
as amended, as providing an exemption from registering the sale of these shares
of common stock under the Act.
On June
11, 2009, we issued 300,000 shares of our common stock to Leonard Panzer in
consideration for a $6,000 loan to the Company. We relied on Section 4(2) of the
Securities Act of 1933, as amended, as providing an exemption from registering
the sale of these shares of common stock under the Act.
From
January 13, 2009 to March 18, 2009, we sold an aggregate 1,288,266 shares of our
common stock in exchange for gross proceeds of $139,000. The price
per share ranged from $0.06 to $0.15. These sales were made in a
private placement offering. We relied on the exemption from
registration as set forth in Section 4(2) of the Securities Act of 1933, as
amended (the “Act”), for the issuance of these shares. The
stockholders took the shares for investment purposes without a view to
distribution and had access to information concerning the Company and our
business prospects, as required by the Act. In addition, there was no
general solicitation or advertising for the issuance of the
shares. The stockholders were permitted access to our management for
the purpose of acquiring investment information. Due to the
stockholders’ dealings with companies similar to ours, we deem the stockholders
sophisticated for the purposes of Section 4(2) of the Act.
In
February 2009 we closed an offering of shares of our common stock. We
sold an aggregate 2,893,147 restricted shares of our common stock to 15
investors, all of whom were accredited investors, in exchange for gross proceeds
of $376,245. This issuance was exempt from registration under the
Securities Act pursuant to Rule 506 of Regulation D promulgated thereunder. We
made this determination based on the investor’s representations made in the
purchase agreements.
On August
15, 2008, we issued 151,250 shares of our common stock to a consultant as
payment for services rendered to the Company. On September 26, 2008, we issued
250,000 shares of our common stock to a consultant as payment for investor
relations services rendered to the Company.
In
October 2007, we issued to Mark Abdou a 5-year warrant to purchase up to 80,000
shares of our common stock at an exercise price of $0.25 per share in connection
with a conversion of a Promissory Note issued to Mr. Abdou by the Company on
June 26, 2007.
In
October 2007, we issued to Mark Abdou 80,952 shares of our common stock in
connection with a conversion of a Promissory Note issued to Mr. Abdou by the
Company on June 26, 2007.
In
October 2007, we issued to Alicia McDonald 123,199 shares of our common stock in
connection with a conversion of a Promissory Note issued to Ms. McDonald by the
Company on April 10, 2007.
ITEM
16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
EXHIBIT
INDEX
Number
|
Description
|
|
2.1
|
Amended
and Restated Merger Agreement by and among the Company and
Innolog Holdings Corporation as amended dated August 11,
2010(2)
|
|
3.1
|
Amended
and Restated Articles of Incorporation (1)
|
|
3.2
|
Bylaws
(2)
|
|
3.3
|
Certificate
of Amendment of the Articles of Incorporation
(2)
|
|
3.4
|
Certificate
of Designation of Preferences, Rights and Limitations of Series A
Convertible Preferred
Stock (2)
|
3.5
|
Articles
of Merger between GCC Merger Sub Corporation and Innolog Group Corporation
filed August 18, 2010 with the Secretary of State of Nevada
(3)
|
5
|
Legal
Opinion of Richardson & Patel LLP*
|
10.1
|
Confessed
Judgment Promissory Note in the principal amount of $2,000,000
issued by Innolog Holdings Corporation andInnovative Logistics
Techniques, Inc.in favor of Mel Booth, William Danielczyk, Joe Kelley,
Bruce Riddle, Michael Kane, Steve Moses, Ian Reynolds, and Harry Jacobson,
dated March 31, 2009 (2)
|
10.2
|
Promissory
Note issued to Eagle Bank by Innolog Holdings Corporation dated April 23,
2009 (2)
|
10.3
|
Commercial
Guaranty between Innolog Holdings Corporation, Mel Booth, and Eagle Bank,
dated April 23, 2009 (2)
|
10.4
|
Commercial
Guaranty between Innolog Holdings Corporation, William Danielczyk, and
Eagle Bank, dated April 23, 2009 (2)
|
10.5
|
Commercial
Guaranty between Innolog Holdings Corporation, Joe Kelley, and Eagle Bank,
dated April 23, 2009 (2)
|
10.6
|
Commercial
Guaranty between Innolog Holdings Corporation, Bruce Riddle, and Eagle
Bank, dated April 23, 2009 (2)
|
10.7
|
Commercial
Guaranty between Innolog Holdings Corporation, Michael Kane, and Eagle
Bank, dated April 23, 2009 (2)
|
10.8
|
Commercial
Guaranty between Innolog Holdings Corporation, Steve Moses, and Eagle
Bank, dated April 23, 2009 (2)
|
10.9
|
Commercial
Guaranty between Innolog Holdings Corporation, Ian Reynolds, and Eagle
Bank, dated April 23, 2009 (2)
|
10.10
|
Commercial
Guaranty between Innolog Holdings Corporation, Harry Jacobson, and Eagle
Bank, dated April 23, 2009 (2)
|
10.11
|
Contingent
Promissory Note in the principal amount of $900,000 issued by
Innovative Logistics Techniques Inc. in favor of Verle Hammond, Eleanor
Hammond, Tim O’Shaughnessy, Lou Orlando, Gene Losa, Dudley Patteson, Lenny
Leassear, Anthony Hammond, and Veronne Williams dated March 31, 2009
(2)
|
10.12
|
Amendment
to Purchase Agreement and Agreement Modification dated May 16, 2010
between Galen Capital Corporation; GCC Capital Group, LLC, , Innolog
Holdings Corporation, Innovative Logistics Techniques, Inc., the
Stockholders Innovative Logistics Techniques, Inc. and Verle Hammond
(2)
|
10.13
|
Innovative
Logistics Techniques, Inc. 401(k) Plan and Trust (2)
|
10.14
|
Engagement
Agreement between Emerging Companies, LLC and Innolog Holdings Corporation
dated May 27, 2010 (2)
|
10.15
|
Form
of Common Stock Purchase Warrant (2)
|
10.16
|
Employment
Agreement between Innovative Logistics Techniques, Inc. and Verle Hammond
dated April 1, 2009
(2)
|
10.17
|
Promissory
Note in the principal amount of $196,000 issued by Innolog Holdings
Corporation in favor of Verle Hammond dated March 1, 2010
(2)
|
10.18
|
Promissory
Note in the principal amount of $65,000 issued by Innolog Holdings
Corporation in favor of Verle Hammond dated June 9, 2010
(2)
|
10.19
|
Promissory
Note in the principal amount of $15,000 issued by Innolog Holdings
Corporation in favor of Verle Hammond dated June 17, 2010
(2)
|
10.20
|
Promissory
Note in the principal amount of $20,000 issued by Innolog Holdings
Corporation in favor of Ram Agarwal dated July 9, 2010
(2)
|
10.21
|
Promissory
Note in the principal amount of $25,000 issued by Innolog Holdings
Corporation in favor of Evan Gappelberg dated June 30, 2010
(2)
|
10.22
|
Promissory
Note in the principal amount of $100,000 issued by Innolog Holdings
Corporation in favor of James Warring dated July 13, 2010
(2)
|
10.23
|
Promissory
Note in the principal amount of $34,500 issued by Innolog Holdings
Corporation in favor of Thomas Jackson dated July 20, 2010
(2)
|
10.24
|
Promissory
Note in the principal amount of $65,500 issued by Innolog Holdings
Corporation in favor of Robert Hacker dated July 20, 2010
(2)
|
10.25
|
Promissory
Note in the principal amount of $25,000 issued by Innolog Holdings
Corporation in favor of John Morrison dated July 21, 2010
(2)
|
10.26
|
Promissory
Note in the principal amount of $125,000 issued by Innolog Holdings
Corporation in favor of Galen Capital Group, LLC dated June 21, 2010
(2)
|
10.27
|
Promissory
Note in the principal amount of $125,000 issued by Innolog Holdings
Corporation in favor of Melvin D. Booth dated July 8, 2010
(2)
|
10.28
|
Promissory
Note in the principal amount of $125,000 issued by Innolog Holdings
Corporation in favor of Galen Capital Group, LLC dated July 21, 2010
(2)
|
10.29
|
Amendment
to Engagement Letter between Emerging Companies LLC and Innolog Holdings
Corporation dated July 29, 2010 (2)
|
10.30
|
Promissory
Note dated August 11, 2010 in the principal amount of $75,000 issued by
Innovative Logistics Techniques, Inc. in favor of Farzin Ferdowsi
(4)
|
10.31
|
Secured
Promissory Note and Settlement Agreement dated September 15, 2010 in the
principal amount of $45,000 issued by Innolog Holdings Corporation,
Innovative, Logistics Techniques, Inc., Galen Capital Corporation, Galen
Capital Group, LLC and GCC Capital Group, LLC in favor of Kay M. Kumbinner
Trust (4)
|
10.32
|
Promissory
Note dated August 12, 2010 in the principal amount of $50,000 issued by
Innolog Holdings Corporation in favor of Ian Reynolds
(4)
|
10.33
|
Promissory
Note dated August 12, 2010 in the principal amount of $25,000 issued by
Innolog Holdings Corporation in favor of Verle Hammond
(4)
|
10.34
|
Promissory
Note dated August 24, 2010 in the principal amount of $50,000 issued by
Innolog Holdings Corporation in favor of Evan Morris
(4)
|
10.35
|
Promissory
Note dated August 30, 2010 in the principal amount of $25,000 issued by
Innolog Holdings Corporation in favor of Isabelle Chester
|
10.36
|
Executive
Management Agreement dated April 1, 2009 between Innovative Logistics
Techniques, Inc, and GCC Capital Group, LLC*
|
21
|
Subsidiaries
of Innolog Holdings Corporation *
|
23.1
|
Consent
of Spector & Associates LLP**
|
23.2
|
Consent
of Richardson & Patel LLP (included in Exhibit
5)*
|
* Filed
herewith.
**
Previously filed.
(1)
|
Filed on February 12, 2007 as an
exhibit to the Company’s Registration Statement on Form SB-2, and
incorporated herein by
reference.
|
(2)
|
Filed on August 13, 2010 as an exhibit to the
Company’s Current
Report on Form 8-K, and incorporated herein
by reference.
|
(3)
|
Filed
on October 15, 2010 as an exhibit to the Company’s Amendment No. 3 to
Current Report on Form 8-K and incorporated herein by
reference.
|
(4)
|
Filed
on November 22, 2010 as an exhibit to the Company’s Quarterly Report on
Form 10-Q for the period ended September 30, 2010 and incorporated herein
by reference.
|
ITEM
17. UNDERTAKINGS
The
undersigned registrant hereby undertakes:
1. To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
i. To
include any propectus required by section 10(a)(3) of the Securities Act of
1933;
ii. To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement.
iii. To
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement;
2. That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
3. To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
4. That,
for the purpose of determining liability under the Securities Act of 1933 to any
purchaser:
A. Each
prospectus filed by the registrant pursuant to Rule 424(b)(3)shall be deemed to
be part of the registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and
B. If
the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule
424(b) as part of a registration statement relating to an offering, other than
registration statements relying on Rule 430B or other than prospectuses filed in
reliance on Rule 430A, shall be deemed to be part of and included in the
registration statement as of the date it is first used after effectiveness.
Provided, however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser
with a time of contract of sale prior to such first use, supersede or modify any
statement that was made in the registration statement or prospectus that was
part of the registration statement or made in any such document immediately
prior to such date of first use.
5. Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Fairfax, Virginia, on
January 12, 2011.
INNOLOG
HOLDINGS CORPORATION
|
|||
By:
|
/s/ William P. Danielczyk
|
||
William
P. Danielczyk,
|
|||
Executive
Chairman, Principal Executive Officer
|
|||
By:
|
/s/ Michael J. Kane
|
||
Michael
J. Kane, Secretary, Treasurer, Principal Financial Officer
|
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the dates
indicated.
January
12, 2011
|
/s/ William P. Danielczyk
|
Executive
Chairman, Director
|
||
William
P. Danielczyk
|
||||
January
12, 2011
|
/s/Michael J. Kane
|
Secretary,
Treasurer, Director
|
||
Michael
J. Kane
|
||||
January
12, 2011
|
/s/ Verle B. Hammond
|
Director
|
||
Verle
B. Hammond
|
||||
January
12, 2011
|
/s/ Joe Kelley
|
Director
|
||
Joe
Kelley
|
||||
January
12, 2011
|
/s/ Ian J. Reynolds
|
Director
|
||
Dr.
Ian J. Reynolds
|
||||
January
12, 2011
|
/s/ Bruce D. Riddle
|
Director
|
||
Bruce
D. Riddle
|
||||
January
12, 2011
|
/s/ Erich Winkler
|
Director
|
||
Erich
Winkler
|
||||
January
12, 2011
|
/s/ Stephen D. Moses
|
Director
|
||
Stephen
D. Moses
|